MEDIFAST INC — Director's Dealing 2019

Mar 7, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MEDIFAST INC (MED)
CIK: 0000910329
Period of Report: 2019-03-05

Reporting Person: MACDONALD MICHAEL C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-05	Common Stock	S	6607	$130.38	Disposed	5793	Indirect
2019-03-05	Common Stock	S	2410	$131.46	Disposed	3383	Indirect
2019-03-05	Common Stock	S	2883	$132.58	Disposed	500	Indirect
2019-03-05	Common Stock	S	500	$133.34	Disposed	0	Indirect
2019-03-05	Common Stock	S	3654	$130.39	Disposed	298842	Direct
2019-03-05	Common Stock	S	1200	$131.44	Disposed	297642	Direct
2019-03-05	Common Stock	S	1371	$132.56	Disposed	296271	Direct
2019-03-05	Common Stock	S	200	$133.30	Disposed	296071	Direct

Footnotes

F1: The price reported in Colum 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $130.00 to $130.97, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range described herein.

F2: The shares are held by the Michael C. MacDonald Charitable Remainder Unitrust, dated October 24, 2018, for which the Reporting Person acts as Trustee, and of which the Reporting Person and his wife are beneficiaries. The Reporting Person continues to report beneficial ownership of all of the Issuer Common Stock held by the Trust but disclaims beneficial ownership except to the extent of his and his wife's pecuniary interest therein.

F3: The price reported in Colum 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $131.02 to $131.97, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range described herein.

F4: The price reported in Colum 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $132.02 to $132.99, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range described herein.

F5: The price reported in Colum 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.03 to $133.60, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range described herein.

F6: The price reported in Colum 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $130.005 to $130.98, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range described herein.

F7: The price reported in Colum 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $131.00 to $131.97, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range described herein.

F8: The price reported in Colum 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $132.02 to $132.90, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range described herein.

F9: The price reported in Colum 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.02 to $133.57, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range described herein.